Co-Operatives – Raising Equity
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Co-operatives – Raising Equity What is a cooperative? It is an enterprise, or business, owned by an association of persons seeking to satisfy common needs (access to products or services, sale of their products or services, employment, etc.). This association includes one or more kinds of users or stakeholders of the enterprise: consumers who use the enterprise to acquire products or services (such as a retail, housing, health-care or day-care cooperatives); producers (such as independent entrepreneurs, artisans, or farmers) who use the enterprise to process and market the goods or services they have produced, or to buy products or services necessary to their professional activities; workers who use the enterprise to secure their employment and control their working conditions. Cooperatives operate democratically (one person, one vote) through two bodies: general meeting of the members or delegates, and the board of directors composed of at least two-thirds members elected at a general meeting. If the cooperative uses delegates, the delegate structure may reflect the size of the organization or the distance covered by the cooperative and may include more than one delegate for each organization or territory represented. The cooperative's start-up capital usually comes from cooperative shares purchased by members. Federal cooperatives, however, can raise capital by issuing investment shares to members or non-members. Each member's liability is limited to the amount of his or her share in the capital. Each member has only one vote regardless of his or her capital contribution. Types of Co-ops falls under separate legislation hybrid of society and corporation Agricultural Co-ops Consumer Co-ops Credit Unions Housing Co-ops Insurance Co-ops Worker Co-ops A co-operative may be formed in accordance with: a provincial co-operative statute setting out its corporate form and model of operation. or the Canada Cooperatives Act when the co-operative has a place of business in at least two provinces. Federal Coops According to the Canada Cooperatives Act (Coop Act), the federal legislation governing cooperatives, to incorporate as a cooperative, your business must be organized and operated on a cooperative basis, as set out in section 7 of the Act. The definition of "cooperative basis" is based on principles laid out in the Statement of Cooperative Identity adopted by the International Cooperative Alliance in 1995. A proposed federal cooperative under the Coop Act would be organized on a cooperative basis if it had the following features (for more detailed information, please refer to section 7 of the Coop Act): open membership one member, one vote no proxy voting for members limited interest on member loans limited dividends on membership shares to the extent feasible, members provide capital distribution of surplus funds to develop the business, improve common services, provide reserves to pay interest on member loans, dividend on membership shares and investment shares, for community welfare or distribution among members as a patronage return; and cooperative education Further, a proposed federal cooperative wishing to incorporate under the federal legislation must be carrying on its business in two or more provinces and/or have a fixed place of business in more than one province. Under the Coop Act, at least 3 persons are required to incorporate a cooperative and they must be at least eighteen years of age, of sound mind and not a bankrupt. One or more federation(s) of cooperatives can also incorporate a cooperative. Canada Cooperatives Act Copy of the Act (Federal) http://laws-lois.justice.gc.ca/eng/acts/C-1.7/index.html Copy of the Regulations (Federal) http://laws-lois.justice.gc.ca/eng/regulations/SOR-99-256/index.html Incorporation under the Federal Legislation A co-operative association wishing to incorporate under the federal legislation must: be carrying on its business in two or more provinces; have a fixed place of business in more than one province. This legislation governs non-financial co-operatives only. Under the Canada Cooperatives Act, a co-operative cannot carry on business as a bank, insurance company, trust and loan company, co-operative credit society or association, credit union or caisse populaire. A minimum of three persons, or one or more cooperative entities, who intend to be members can apply for incorporation. If three persons applied for incorporation, the number of members cannot fall below three. Capital Structure of Co-operatives The Canada Cooperatives Act recognizes co-operatives with different capital share structures: With member share capital; that is in which people must have co-op shares to qualify as members. Without membership share capital; that is in which people are not required to have a certain number of co-operative shares in order to qualify as members. With or without the power to issue investment shares; that is the co-operative can access capital from investors who expect a return on their investments and not membership status. Of course, members can also be investors. Non-Profit Housing Co-operatives and Worker Co-operatives The Canada Cooperatives Act includes provisions for non-profit housing co-operatives and worker co-operatives: Non-profit housing co-operatives are co-operatives whose business is restricted to that of primarily providing housing to its members. The business must be carried on without the purpose of gain for its members. Worker co-operatives are co-operatives whose prime objective is to provide employment to its members and to operate an enterprise in which control rests with the members. How to Incorporate To apply for incorporation, at least three persons, or one or more federation, must send to the Director, appointed under the Canada Cooperatives Act, the following: Articles of Incorporation, Form 3001. Notice of Registered Office, Form 3003. Notice of Directors, Form 3006. A declaration signed by all the applicants that after incorporation the co-operative will be organized and operated and will carry on business on a co-operative basis and that the information contained in forms 3003 and 3006 filed with the articles of incorporation must meet the requirements of the Act. If the proposed co-operative is a non-profit housing co-operative or a worker co- operative, a declaration signed by all the applicants that the co-operative will be in compliance with either Part 20 or 21 of the Canada Cooperatives Act. Part 20 includes specific provisions applicable to non-profit housing co-operatives and Part 21 includes specific provisions applicable to worker co-operatives. A name search report, specifically a Canada-biased NUANS report. The name must not be confusing with other names, including corporate names, and it must include the word "co-operative," "cooperative," "co-op," "coop," "cooperative," "united," or "pool" or another grammatical form of any of those words. The required incorporation fee. Under the Canada Cooperatives Act, by-laws are not required to be sent to the Director. Articles of Incorporation, Form 3001 Articles must be set out in accordance with Form 3001, 3003 and 3006. Specifically, the articles must contain the following: The name of the co-operative (see below for requirements for non-profit housing co- operatives and worker co-operatives). The place in Canada where the registered office will be located. The name and residence address of each of the incorporators. The number of directors or the minimum and maximum number of directors. (Optional) Any restriction on the businesses that the co-operative may carry on (see below for restrictions for non-profit housing co-operatives). Any restriction on membership in the co-operative. A statement that the co-operative will be organized and operated and will carry on business on a co-operative basis. A statement that the co-operative will carry on its undertaking in two or more provinces and will have a fixed place of business in more than one province. Whether the co-operative is to be incorporated with or without membership share capital If there is membership share capital: o Whether the number of membership shares to be issued is unlimited or limited. If limited, the maximum number of shares that may be issued must be stated. o If membership shares are to have a par value, their par value must be stated. If membership shares are not to have par value, an indication as to whether the membership shares are to be issued, purchased, redeemed or otherwise acquired at a fixed price or at a price determined in accordance with a formula. The formula must be set out. Non-profit housing co-operatives can only issue shares on a par value basis. (See below for restrictions for worker co- operatives.) If there is no share capital: o A statement that each member has the same rights and responsibilities as each other member. (Optional) Any provision for the maximum rate of return that may be paid on member loans or membership shares. (Optional) Whether there is to be investment share capital and, if so, the particulars of it. Non-profit housing co-operatives cannot issue investment shares. (Optional) Any provisions for the distribution of the property of the co-operative on its dissolution. For non-profit housing co-operatives, any remaining property on dissolution must be transferred or distributed among one or more non-profit housing co-operatives, co-operatives that have similar objectives and limitations, or charitable organizations. (Optional) Any provision by which members, other than by unanimous agreement, may restrict the powers of the directors to manage the business of the co-operative. (Optional) Any provision that the members consider necessary or desirable, including any provision that could be set out in the by-laws. Additional Articles for Non-profit Housing Co-operatives The name of the co-operative must include the words "non-profit", "not-for-profit", "not for profit" and "housing cooperative", "housing co-operative" or "housing co-op" or the French equivalent.